Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the
“Company”), the digital sports media company that delivers
authentic content experiences through its portfolio of sports media
brands, is pleased to announce the closing of its previously
announced plan of arrangement under the Business Corporations Act
(Ontario) (the “Arrangement”) with Better Collective A/S
(“Better Collective”).
Jordan Gnat, Co-Founder and Chief Executive Officer of
Playmaker, said “Today the Playmaker family begins the next phase
of our journey by joining the Better Collective family. As the
teams have gotten to know each other over the past few months I
have been inspired by the cultural fit and the excitement for this
opportunity going forward by both teams. A special thank you to
Jesper, Christian and the Better Collective team for the confidence
you have shown in our team. We are as excited as ever to continue
this journey with all of you. I would also like to thank all the
Playmaker Shareholders for their support of Playmaker and look
forward to their continued support of Better Collective as together
we become the leading digital sports media group.”
Jesper Søgaard, Co-Founder and Chief Executive Officer of Better
Collective, said “I am truly excited for the completion of the
acquisition of Playmaker Capital which marks a significant step
towards our vision of becoming the leading digital sports media
group. Over the last few months, we have had great discussions with
the management team of Playmaker and these have reinforced my
confidence in the combined future of our organizations. I look
forward to welcoming the entire Playmaker team and its leading
sports media brands to the Better Collective group and to realize
the many synergies that lie ahead for our business.”
Transaction Details
Pursuant to the Arrangement, Better Collective acquired all of
Playmaker’s issued and outstanding common shares (the “Common
Shares”). Shareholders of Playmaker, other than the Rollover
Shareholders in respect of their Rollover Shares (as defined below)
(the “Playmaker Shareholders”) will receive, for each Common
Share held, at the election of such Playmaker Shareholder, either
(a) C$0.70 in cash, (b) 0.0206 of an ordinary share in the capital
of Better Collective (each ordinary share, a “Better Collective
Share”), or (c) a combination of C$0.245 in cash and 0.0134 of
a Better Collective Share, in each case subject to proration to
ensure that the aggregate of the cash consideration payable under
the Arrangement (other than with respect to the Rollover Shares)
does not exceed 35% of the total consideration payable to Playmaker
Shareholders and the aggregate value of the share consideration
issuable under the Arrangement (other than with respect to the
Rollover Shares) does not exceed 65% of the total consideration
payable to Playmaker Shareholders.
In addition, Jordan Gnat, JPG Investments Inc. and their
affiliates (the “Rollover Shareholders”) have rolled a
portion of their Common Shares for Better Collective Shares (the
"Rollover Shares") and as such, the Rollover Shareholders
will receive consideration for the Rollover Shares consisting of
approximately C$0.175 in cash (representing 25% of the aggregate
consideration received in respect of the Rollover Shares) and
0.0155 of a Better Collective share (representing 75% of the
aggregate consideration received in respect of the Rollover
Shares).
In addition, the Rollover Shareholders and Relay Ventures Fund
III Capital Inc., the two largest Playmaker Shareholders prior to
completion of the Arrangement, have agreed not to transfer or sell
the Better Collective Shares they receive on closing of the
Arrangement for a period of up to 3 years and 2 years,
respectively, subject to the terms of their lock-up agreements.
The Common Shares are expected to be delisted from the TSX
Venture Exchange (“TSXV”) and Playmaker intends to apply to
cease to be a reporting issuer under applicable Canadian securities
laws. Registered shareholders of Playmaker are reminded to submit a
duly completed letter of transmittal and election form, together
with their share certificate(s), DRS advice statement(s) or other
evidence representing their Common Shares, to Odyssey Transfer and
Trust Company (“Odyssey”), Playmaker’s depositary, in order
to receive the consideration under the Arrangement.
Non-registered shareholders of Playmaker are not required to
submit a letter of transmittal. Non-registered shareholders will
receive the consideration to which they are entitled under the
Arrangement through the intermediary in whose name their Common
Shares are held. Non-registered shareholders should consult with
their broker or intermediary to confirm what, if anything, they
must do to receive such consideration.
Within five business days from today, Odyssey will deliver by
first class mail to all registered Playmaker Shareholders and
intermediaries an account statement specifying their entitlement to
the Better Collective Shares under the Arrangement (which will
reflect their consideration election and applicable proration),
along with a share instruction form (the “BC Share Instruction
Form”) to be completed and returned to Odyssey, which will
provide each registered Playmaker Shareholder and intermediary with
an option to either (i) transfer their Better Collective Shares to
a brokerage or custody account in their name that is permitted to
hold the Better Collective Shares, or (ii) sell such Better
Collective Shares in the local market via the facilities of Nasdaq
Stockholm and/or Nasdaq Copenhagen (as applicable), or via an
electronic exchange that will settle and be recorded on Nasdaq
Stockholm and/or Nasdaq Copenhagen (as applicable), at the market
price when such trade is executed, and remit to such registered
Playmaker Shareholder or intermediary the cash proceeds from the
sale, subject to applicable withholding taxes (if any). Playmaker
Shareholders are encouraged to review the management information
circular of Playmaker dated December 15, 2023, which is available
on Playmaker’s company profile on SEDAR+ at www.sedarplus.ca, for
further information about the BC Share Instruction Form.
ADDITIONAL REQUIRED EARLY WARNING REPORT INFORMATION
Following completion of the transaction, Better Collective
has acquired beneficial ownership and control over 100% of the
issued and outstanding Common Shares. Prior to closing of the
Arrangement, Better Collective held no Common Shares.
This press release is being issued, in part, pursuant to
National Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which requires a report
to be filed under Playmaker’s profile on SEDAR+ at
www.sedarplus.ca containing additional information
respecting the foregoing matters. You may also contact Amalie Juel
Maglehøj at Investor@bettercollective.com to obtain a
copy of the early warning report once filed.
ABOUT PLAYMAKER CAPITAL INC.
Playmaker Capital Inc. (TSX-V: PMKR) is a digital sports media
company that acquires and integrates premier fan-centric media
brands, curated to deliver highly engaged audiences of sports fans
to tier one advertisers, online sports betting operators, and
sports federations and leagues. Leveraging its in-house technology
stack, Bench, and with a 360-degree view of sports fans, Playmaker
delivers authentic digital content experiences for sports fans and
best-in-class results for its partners across the Americas.
Playmaker reports in U.S. dollars, except where noted otherwise,
and in accordance with International Financial Reporting
Standards.
For more information, visit: http://www.playmaker.fans or
contact Playmaker Chief Executive Officer Jordan Gnat via email
jgnat@playmaker.fans | T: (416) 815-4993
To sign up for Playmaker’s Investor Alerts, visit:
playmaker.fans/investors.
Forward-Looking Information
This press release contains “forward-looking statements” within
the meaning of the applicable Canadian securities laws. These
statements can be identified by the use of forward-looking
terminology such as “expects,” “believes,” “estimates,” “projects,”
“intends,” “plans,” “goal,” “seeks,” “may,” “will,” “should,” or
“anticipates” or the negative or other variations of these or
similar words, or by discussions of future events, strategies or
risks and uncertainties. Specifically, forward-looking statements
include, but are not limited to, statements regarding the Company’s
delisting from the TSXV and its reporting issuer status. Such
statements are all subject to risks, uncertainties and changes in
circumstances that could significantly affect the Company’s future
financial results and business.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240206287166/en/
MEDIA & INVESTOR RELATIONS CONTACTS Elias Blahacek –
E: elias@playmaker.fans | T: (416) 254-4345
Playmaker Capital (TSXV:PMKR)
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